Common use of Indemnification by the Vendors Clause in Contracts

Indemnification by the Vendors. The Vendors shall indemnify the Purchaser, and save Purchaser and their respective officers, directors, employees, affiliates and representatives harmless from and against any and all claims, losses, liabilities, damages, recoveries, deficiencies, costs and expenses (including, without limitation, interest, penalties and attorneys’ fees and disbursements) (hereinafter some times referred to collectively as “losses”) suffered or sustained by the Purchaser resulting from, arising out of or relating to: (i) any breach or falsity of any of the representations or warranties of the Vendors set forth herein or any failure to fulfil any covenant or obligation on the part of the Vendors under this Agreement or from any misrepresentation in or omission from any certificate, schedule or other document provided to the Purchaser by the Vendors pursuant to this Agreement; (ii) any claims, demands, suits, proceedings or actions by any third party containing allegations which, if true, would constitute a misrepresentation, breach of warranty or failure to fulfil a covenant or obligation on the part of the Vendor under this Agreement; (iii) any claims, demands or causes of action of any kind or nature by any third party arising from the conduct of the Purchased Business prior to the Closing Date. (iv) any assessment or reassessment for taxes of Digital and HPB or for any taxation year ending on or before the Closing Date to the extent that the amount of taxes payable as a result of such assessment or reassessment exceeds the amount accrued as a liability for such taxes.

Indemnification by the Vendors. The Vendors shall indemnify the Purchaser, and save Purchaser and their respective officers, directors, employees, affiliates and representatives harmless from and against any and all claims, losses, liabilities, damages, recoveries, deficiencies, costs and expenses (including, without limitation, interest, penalties and attorneys’ fees and disbursements) (hereinafter some times referred to collectively as “losses”) suffered or sustained by the Purchaser resulting from, arising out of or relating to: (i) any breach or falsity of any of the representations or warranties of the Vendors set forth herein or any failure to fulfil any covenant or obligation on the part of the Vendors under this Agreement or from any misrepresentation in or omission from any certificate, schedule or other document provided to the Purchaser by the Vendors pursuant to this Agreement; (ii) any claims, demands, suits, proceedings or actions by any third party containing allegations which, if true, would constitute a misrepresentation, breach of warranty or failure to fulfil a covenant or obligation on the part of the Vendor under this Agreement; (iii) any claims, demands or causes of action of any kind or nature by any third party arising from the conduct of the Purchased Business prior to the Closing Date.; (iv) any assessment or reassessment for taxes of Digital and HPB or for any taxation year ending on or before the Closing Date to the extent that the amount of taxes payable as a result of such assessment or reassessment exceeds the amount accrued as a liability for such taxes.